


The Many Kinky Adventures of Lelouch Lamperouge

by HeroFizzer



Category: Code Geass
Genre: Big Dicks, Cum Inflation, Curvy Women, F/M, Feminization, Multi, Orgy, Other, Transformation, big boobs
Language: English
Status: In-Progress
Published: 2020-07-30
Updated: 2020-11-12
Packaged: 2021-03-06 00:07:13
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 20,319
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25604047
Author URL: https://archiveofourown.org/users/HeroFizzer/pseuds/HeroFizzer
Summary: An anthology series about Lelouch getting into some wacky situations that most likely end with him having a feminized body, mostly involved with curvy ladies and big dicks. (Commissioned)
Kudos: 13





	1. Chapter 1

Lelouch sighed, a bit embarrassed for himself. He had thought he was on time for the trains today, having woken up early. But unfortunately for him, his alarm clock was set for the wrong time, and even worse, it was set for daylight savings.

The young Britannian cussed himself out silently as he stewed in his seat. He had told Cici to do one simple job, yet even she couldn't be bothered to do so much as change the times on the clocks. He was going to have to give it back to her tenfold the next time he saw her face.

He supposed it wasn't all that bad; yes, he was late for sure, and this train was taking a different route that provided multiple stops, but at least it was going to the academy anyway. The view was a bit more scenic at times, which was also nice. It made him feel a bit more at peace, staring outside at the world on his way to school, admiring the little bits of beauty that were still left around here when they weren't going out into battlefields and destroying his people.

But then something unexpected happened.

When the train made a stop two stations later, he found that most of the passengers had gotten off, and in their place were a multitude of buxom women. This wouldn't be something to take large note of, at least not usually, but the prince had realized he was the only male on that particular cart. It was a little strange, with Lelouch thinking to himself it was nothing more than a coincidence. But it was also the size of the ladies that he especially couldn't take his attention away from...

For starters, they mostly seemed taller than him. Sure, there were a few that were of average feminine stature, such as the orange haired nerd typing away on her computer a few seats down from him, and the honey haired foreign girl next to her was slender yet likely of his height, but he still felt a bit insignificant knowing there were women taller than him.

Lelouch did his best to ignore it, resting his school bag atop his lap. He felt something rising from his loins, pushing up against the crotch of his school pants. He had no doubts it was his penis, but he was greatly concerned with himself given its length, as well as the scenario he was in; the entire car was filled with beautiful women, none of whom were likely aware of his status as the former prince of Britannia. He had seen enough hentai to know that he might just be in a lewd situation where any woman would jump his bones.

Shaking his head, the young man snapped out of it. This was reality, after all. No woman would be so crazy for cock that they would pounce on him right then and there in front of a train full of such ladies.

Then Lelouch's view of the outside world was blocked. With nowhere else to sit on the train, there was a large breasted woman standing right before him, wearing a business suit that was two sizes too small for the beach ball sized mounds she was sporting. The prince showed no signs of panic, remaining calm and collected before her, even as his crown pounded harder against his school bag. The woman seemed uninterested in him, playing with her curly brown locks while staring up at the ceiling of the train. She held onto the pole with the other hand, looking extremely bored with herself.

So bored, in fact, she was leaning into Lelouch without realization. The young man got a good glimpse of the breasts under her blouse, which was already heavily unbuttoned just so they could fit inside. They were large, to be sure, but he had to wonder how aware the woman was that she was spilling out over her top, with such force to the buttons that they were likely going to burst open.

Then it happened, as Lelouch anticipated. With such force leaning into it, the button snapped from the top, bouncing off the floor and ricocheting just inches from his head, leaning it enough to the side that he thought he would be a goner otherwise. Her blouse then slipped open, revealing a good amount of her massive mammaries to the prince, who licked his lips after seeing such a tease. Her stomach was showing off as well, which she scratched in such a casual manner, he didn't think she realized her buttons had blasted off her shirt.

The woman then looked at Lelouch, seeing him stare at her without a care. Looking down at herself, she realized that she was now more exposed than she wished, and rather than scream or look upset, she merely clicked her tongue against her teeth and exhaled in disgust. “Dammit, again...?” the woman said. “I thought I sewed those buttons in better this time!”

“I don't think the buttons are the issue.” Lelouch replied.

“No, you're right,” she sighed, “but I've been trying to secure these things, since they don't have anything that matches my bust.” She then proceeded to remove both her suit's jacket and her blouse, much to the surprise of nobody on the train. To Lelouch, it almost seemed as if everyone aboard the car was aware of her actions, though he was pleased as punch with the view anyway; much more beautiful than the outside world, really.

At least now he was able to appreciate her curvy figure a bit more, the hourglass shape complimenting her large breasts. Lelouch licked his lips, seeing her nipples for the first time. They were so pert and puffy, standing at attention just seconds after they made contact with the wind. She played with them so casually, though the prince took note that nobody even saw her fondling her large breasts; they were all either talking to each other or so fixated on their mobile devices that the rest of the world didn't seem to matter to them.

Once the woman finally noticed Lelouch's gaze, she stared blankly back at him until she squeezed into the area surrounding her areola. “Hey, did you want to have some of this?” she asked. “I don't mind sharing a nipple.”

“Uh, sure.” Lelouch said. It was going to be a long ride to school anyway, and he honestly didn't have much better to do. He couldn't quite explain it, either, but he felt as though he entered a state of not caring about the others on the train, having no further concern if they watched him suck the topless woman's breasts. He stood up from his seat, holding his hand over hers on the pole, and held her tit up with the other to meet with his lips. He gave the nipple a suckle, causing the business woman to moan and purr from the pleasure her sensitive nub provided.

Lelouch lashed away at the nipple, holding the large breast high enough for him to reach. He found it heavier than expected, likely from all the milk that was packed inside of the singular jug. The woman didn't seem to mind it in the slightest, as she was using her other hand to swirl her finger around the other one until it was just as erect. She seemed to enjoy the tongue massage the young prince was giving her, even if she was blissfully unaware of the true identity he had.

Craning her neck out, the woman made an attempt to lash at the nipple as well, sharing with Lelouch while he kept his against the sensitive portion of her tit. She tweaked her fingers against the other one, letting the Britannian lock their tongues together after enough time had passed. It was an interesting moment for him, making out with such a curvy woman while her breast was between them. He almost swore that he could taste milk at some point, as if she were potentially lactating amid all that seductive foreplay...

Lelouch reached over for the other nipple, rubbing his fingertip against it until he felt something; there was a small bit of space that felt like an exit for the milk to leak out of. Curious, he popped it inside, the woman wincing as a shiver ran down her spine. It felt really good to her, enough that she was already unzipping her skirt, letting it drop to her heels so that she could fondle her pussy. The young prince prodded away at the nipple, feeling the milky substance leaking out while his digit slicked up. It was a unique feeling for him to be able to play with someone's nipple like this, the excitement causing his erection to push up against the seat of his pants.

The woman finally took note of the boner pushing from his pants, and pulled her mammaries away from Lelouch. “Did you want some help with that?” she asked, her fingers still fiddling against her folds.

“My cock? Sure.” Lelouch said with a shrug. “I wasn't expecting so much of this to happen today...”

“You get used to it.” the woman said, helping Lelouch remove his pants. “Just something about this train that brings out the worst in us. But I've gotten kind of numb to it.”

“Oddly enough, I feel the same way...” Lelouch replied, letting out a deep hum as she gave his cock a few strokes.

It was the Britannian's turn to shiver, the business woman pumping her fist around his member to get him fully erect. She managed to stand in the train without grabbing the pole, as she was playing with her bits as well. Lelouch supposed she was already fully balanced, and she was holding onto his pole anyway, but there was enough of that once he was at full mast.

“Come here,” the woman said, moving to where Lelouch was sitting. She slipped off her panties, sitting back with her lean legs in the air. As she wrapped her arms around them, she pulled her folds apart, showing just how moist her pussy had become. “Let me see how good you are with that cock.”

“Sure thing.” Lelouch said, casually facing her as he squatted downwards. He couldn't believe that she was already looking for him to pound her pussy, though he could see why that was the case; with her folds spread out, she was dripping out a long trail of vaginal fluids, though some of it seemed more solid than others. There was a grooling trail that looked like slobber to him, getting a good idea of just how heated the business woman was; she may not have shown it all that well, but the prince could tell she was horny for his cock.

Drilling it down into her snatch, the woman bit her lower lip as Lelouch stretched her out with his girth. He was packing some massive dick, for sure, with an eleven inch boner sliding into her canal. In her mind, she was begging for him to pound away at her, but she tried to remain patient. Even she was aware that she had to adjust to the size of such a giant cock.

When he was ready, Lelouch pounded downwards, jackhammering into the woman's waist with such force that the impact he made on her curvy behind echoed along the train, though none of the other passengers had yet to even lift their heads up and see what was making such noise. The woman groaned with pleasure, gripping her ankles to hold her legs up for the Britannian while his crown poked away at her cervix. He clenched his teeth together, as though he were determined to snap through and occupy her womb, just for the sake of ensuring she was bred with his babies at some point during this ride.

“Harder...harder...” the woman begged silently, watching his dick disappear inside her snatch. Beads of sweat formed on Lelouch's forehead, dripping off and landing on her skin. He tried to use it as a lubricant, but it kept missing his shaft, though it did drip onto her clitoris a few times. Her voice gasped, as if she was so sensitive that such a light drop of sweat could set her off.

She sucked on her lower lip, her nostrils flaring up as Lelouch's balls swung into her crotch. He was getting more aggressive as his veins pumped against her walls, a sure sign that he was going to expel his seed soon. The business woman let go of her ankles, wrapping her lean legs around his waist and pulling him into her. The Britannian groaned as she took control of the hip thrusts from him, using her legs to buck him against her. “Come on, we're almost there...” said the business woman, moaning lightly as she used Lelouch's dick to pleasure herself. Her heels had slipped off at some point, allowing her soles to push into his well toned backside and amplify the juts.

Lelouch leaned over her, his hands resting atop her tits. He groped them tightly, groaning through clenched teeth as though he were trying his best to hold back his orgasm. That only made the brown haired woman work harder to get him to cum, using her legs to push him harder into her pussy until he was able to break through the cervix. Unfortunately, that time never came, as she and Lelouch did so before that was possible.

As his cock exploded in her snatch, Lelouch growled, leaning into her chest while he squeezed the nipples tightly. The woman whimpered as she splashed her fluids against his groin, squirting all over the prince as her nipples leaked out milk. She reached out, pulling him into her bosom so as to lock him into her snatch and make sure all of his milky seed hosed her walls down. She wanted that seed inside her, wanting to have his children in a way that she only understood whenever she was on this train.

Lelouch's legs gave up, and he found himself lying atop the curvy woman, who held onto him like a mother nurturing her child. Given her height, that would have been plausible for her. They panted heavily, having expelled quite a bit of energy after such sexual exercise between them. Having satisfied his own pleasures, the young prince was hoping that was enough time spent that made the train ride to school feel that much faster.

Before he could even see how much time had passed, he and the business woman heard another woman clearing their throat behind them. Lelouch looked back, seeing a police woman standing over them. She had shoulder length brown hair, sporting a headband that matched the color of her hair. At first glance Lelouch thought it was her hair braided across the way, but upon closer examination he spotted how wrong he was. He took note of the rest of her attire, her outfit a light blue top and a dark brown skirt. She was equally curvy when compared to the business woman, enough so that the prince swore her top was stretched out by the massive mammaries underneath. There was another thing that he couldn't help but notice, yet remained unfazed by; a bulge pushing against her skirt, riding up to where the belt met with her abs.

“And just what's going on here?” the cop asked, tapping her billy club against her shoulder. “A lot of sexual activity, I see.”

“It sure is...” sighed the woman, her pussy still oozing with Lelouch's seed. She gave a playful wink to the officer, letting her folds spread out to watch the jizz leave her hole. “Care to join us?”

The female cop hummed, rubbing her chin in thought. “Well, he does look like he has a good ass, but I'm curious how big his cock is...”

With the little bit of energy he had reserved, Lelouch pulled himself out of the business woman, with his fluids seeping out faster from her snatch now that he wasn't plugging her up. He was already deflated, though clearly the cop felt he was worth saving from drying up completely. “Yeah, I can work with this. Just give me a moment.”

As the business woman sat upright, she watched as the cop sucked on Lelouch's crown, slurping up the cum still oozing from his urethral slit, but also cleaning it of the milky seed that it was coated in from the snatch. The prince groaned as he held onto the pole, keeping himself standing upright while the curvy officer sucked on his knob. She was extremely thorough with his member, creating loud and slobbery slurps with her lips as she pushed down further on his member. Unbuttoning her top, she exposed her chest to him as well, the nipples standing at attention. They were nowhere near as puffy as the business woman's, but the Britannian loved the sight of such huge orbs regardless.

The woman that Lelouch had dumped his seed into stared at his ass, seeing just what the police woman was talking about when it came to his male posterior. She couldn't quite explain it, but she had an unusual admiration for his behind. As the cop pumped her lips against his base, the shaft bulging against her throat, the business woman watched his anus clench in, the sphincter shrinking the harder he got inside her mouth.

Tempted, the business woman knelt on the other side of Lelouch, burying her face between his cheeks. The prince groaned in deep passion, holding onto the cop's shoulders as he received oral services from both sides of his body. He breathed heavily through his lips, his body sweating as the business woman lashed away at his anus, attempting to shove her tongue up his anus. She reached around to play with his balls, giving them a tight squeeze while the cop remained fixated on his shaft.

“I think...I really like this train.” Lelouch moaned to himself. “Maybe I should consider being late more often...” He shivered as the business woman tickled his taint, his legs locking up as his toes curled inside his shoes. The Britannian felt the intensity of their mouths on his body, worried he might ejaculate again. But he did his best to refuse, enjoying his erection being on the edge for so long without releasing.

Soon the police officer pulled away from the base, her lips locked against the crown while she continued to tickle the slit. Raising her breasts up, she made sure they were level with his rod, squeezing them around it to further pleasure the young prince. Lelouch groaned, his hands balling up into fists as she massaged her own fluids into the member, making it easier for her tits to pleasure him.

The business woman finally punctured his anus, a sharp shiver going through Lelouch as he curled his head into his chest. Her tongue slid through the rectal cavity with ease, humming at the delightful taste of his ass. She swirled around against his tunnel, picking up the flavor as best she could. To the surprise of the Brtannian, her tongue managed to reach against the prostate, which made Lelouch's veins throb harder. The police woman felt it, especially when the precum shot straight down her throat.

Now that they had this knowledge in mind, they were going to use it to the best of their abilities.

With this, the business woman flicked her tongue around, bouncing between the roof and bottom of the prince's canal. Lelouch panted heavily as more of the clear liquid shot into the female cop's mouth, the brown haired woman humming in delight as she continued to massage his dick with her tits. The tongue slammed down over the prostate, the veins pumping harder against the mounds while the other woman continued to collect the taste of ass inside her mouth.

The next few minutes were a blur to the young man, as he found the two women suddenly in front of him, rubbing their nipples together while his cock was between them. Both ladies smiled warmly at him, giggling with amusement as his entire length fit between their orbs. As they ran them over the shaft, Lelouch had a curious thought on his mind, if the pair had managed to insert their nipples inside the other, as the business woman's were still clearly lubricated enough that the cop could potentially do so.

Much like Lelouch and the business woman had done with her nipples, she and the cop leaned into his crown, lashing away at it as if it were a lollipop. The young prince tried to take a seat, but with the pair of breasts squeezing his shaft he could barely move anywhere. He grabbed hold of the pole, watching the ladies lick at his while the veins throbbed hard against their mounds. The precum spilled out of the slit, which they were quick to pick up with their tongues.

“Oooh, I think he's going to bust a nut soon...” the cop said with a smile.

“What about you?” purred the business woman. “You're not going to let loose just yet and use that billy club, are you?”

The officer moaned, her eyes shut as she exhaled her breath. The business woman managed to reach under their breasts, stroking the cop's cock as it had expanded out from under her skirt. She moaned passionately as the other woman milked her cock, stroking it without even giving it a look. This gave the business woman an idea, one that she had been wanting to try for some time.

She managed to slip the police woman's rod between their breasts, squeezing it in with Lelouch's. The young man moaned as his cock found a new partner to play with, the ladies using their mounds to massage the pair. The cop jittered, trying to keep her balance as she had shifted to a squatting position, her heels off the ground. One wrong stroke, and she could potentially fall to the ground, disrupting the rest of the train.

“W-Wait, let's just stop!” the cop insisted, her shaft ready to burst. The business woman pulled away from the members, letting Lelouch finally take a seat to relax himself and catch his breath. The officer stroke her cock for a moment, hissing as she did her best to keep it under control. “Sorry, I just really love how it felt. I'm not ready for a full release.”

“I understand,” said the business woman, “but your cock is just too good to not pleasure. Isn't that right, my friend?”

After inhaling, the prince replied, “I've never tried to suck on a cock before...but...I suppose now's as good a time as any to start.”

Lelouch moved to his knees, getting close to the police officer's cock. He and the business woman brought their lips close to the crown, though the Britannian was more hesitant to do so. It was his lack of sexual experience that made this situation feel so obscene, like nothing he would have experienced outside of the train car, but he felt a bit of pressure on himself. After all, the two women had been offering him proper pleasure on several fronts, it only made sense for him to give back what he received.

While he received his first taste of cock, Lelouch almost understood what was with the female addiction to the genital, as it provided an unusually musky scent to itself. As the business woman licked away at the crown, the prince worked on the sides, getting his saliva on every inch until he reached the base. From there he was impressed with the oral talents of the business woman, finally seeing her get the massive staff within her mouth and down her throat. The Britannian could see a huge bulge from her throat, though it didn't surprise him too much; after all, the police officer was capable of doing that with him, it only made sense she could handle such girth as well.

Continuously whiffing in the aroma of the officer's cock, Lelouch was growing fond of the shaft, far more than he anticipated. His lips began to move down to the officer's scrotum, licking away at the balls while getting more of that unwashed odor on his tongue. There was a salty taste provided as well, something he never thought he would enjoy with his diet. Soon he lost control of himself, trying his best to be gentle with the police woman while pleasing her. But he could do it no longer, as evidenced by his sudden urge to shove both of her nuts into his mouth.

“Hnnnnn, not so rough...” whimpered the officer, placing her hands over her base. “I have sensitive nuts.” Lelouch continued to suck on them, humming in pleasure as he slurped the salty flavor off her sack. His cock was throbbing underneath him, aroused by the feeling of being on the submissive side for a change. While it was fantastic being satisfied by such curvy ladies, it was great to be on fours pleasuring a woman's scrotum.

As Lelouch kept sucking the nuts, the business woman brought her middle finger against his asshole, massaging it until he loosened up. He groaned as the digit went inside his rectal cavity, pushing deeper within. Rubbing it against the prostate, she could see his cock twitching in the air, with his hips bucking against the air. The pleasure he received seemed quite satisfactory to the Britannian, enough that it made him want to cum.

The officer heaved, her face and breasts covered in sweat. She was also on the verge of climax, the pair of mouths being too much for her to bear. With the business woman swallowing her inches and Lelouch on her nuts, it was only a matter of time before she let loose, spraying down one or the other with her jizz. She squeezed her breasts, refraining from that epic squirt, but it was no use; she was going to bust a nut on that train.

The officer cried out as she pulled her crown away from the business woman, aiming it in the air as she exploded like a geyser. The cop groaned loudly as her cum splashed around them, with Lelouch and the brunette holding their mouths open to catch the milky substance. The prince especially seemed more eager than ever to get some of the substance in his mouth, growing ever more curious to see what it tasted like. It was as salty as the balls of the police woman, but seemingly much tastier. There was an addiction rising within the Britannian, as if he wanted more. But he should know from experience, it would take a bit of time before her cock was ready for more action.

Fortunately, he had other ways to deal with it.

Taking his cock in hand, Lelough aimed his member towards his face, staring down the barrel of the tip. He kept his tongue out, stroking away at his member while he prepared to eat more seed. The business woman helped keep the police officer up, knowing that the brown haired gal was ready to pass out after such a climax. And yet, after spreading her seed all over, no other females on the train paid them any attention, as if they were too interested in anything else to see the sexual action before them.

“Just another day, right?” asked the business woman as she fondled the cop's tit.

“That's...a ten-four.” moaned the officer, still catching her breath. “The action will pick up eventually, I'm sure...”

“And yet we still have so much time left before the last stop!” giggled the business woman. “That's what I love about this line!”

The officer chuckled. “Me too. Although, if we still have time...you were playing with his ass not too long ago, right?” she asked. “Did it feel good?”

“Mhm,” the business woman replied, licking the precum taste off her lips, “but I think he needs to get...bigger. He's a virgin, for sure.”

Grinning mischievously, the cop teased her tip, with the thumb playing against her slit. “So long as he fucks yours, I've got his.”

“No rest for the weary...” sighed Lelouch, his lips curling despite his exhaustion.

The business woman knelt on top of the seat, her breasts pressing against the window while Lelouch stood behind her. His cock was aching for release, especially after attempting to jerk off into his own mouth. Perhaps trying the business woman's other hole would do well for his shaft, especially when he considered how much tighter it looked compared to her snatch.

Just as he placed the tip inside her rectum, the police officer stuffed his anus with her cock, causing Lelouch to groan with pleasure. He held onto the business woman's rump, clenching his teeth together as he felt his rectum forced outwards by her girth. She was much thicker than him, for sure, but he had no idea how it could truly feel to have his asshole reamed in such a manner.

Lelouch pushed on inside the business woman, hearing her moan in passion as her anus was stretched out. The prince wagered she had been in this position before, but he couldn't be certain. The thoughts went away as the police woman held his hips, thrusting away at his backside while her huge mounds pushed against the back of his head. Moaning, the Britannian let the cop buck away at his ass, which caused him to jut against the business woman. His body moved back and forth with the motions, letting the ladies control his body as his mind went into space, thinking about how wonderful this train ride had been.

Although it did feel like all of the fun was weighing him down. He felt as though he was growing top heavy, as if there was something he needed to get off of his chest. Lelouch didn't worry about it too much, as he was far too invested in the business woman's ass to care. He was equally invested in getting his asshole reamed by the cop, who was eager to pound away hard with her dick sliding over the prostate with ease.

“Fuck, his asshole feels good!” the cop growled, giving Lelouch's behind a smack. The young man moaned, his voice higher in pitch than he wanted. He didn't seem to think much of it, even as he felt some weight shift down below with every spank the police woman gave him. He didn't question it, rather deciding to roll with the strange feeling he had wash over him.

The orange haired nerd girl had finally lifted her head up from her laptop screen, suddenly sensing as though something was off. She looked next to her, seeing the action of Lelouch plowing the business woman while the police officer reamed his anus. There was no surprise on her end, but she did adjust her rounded glasses as she observed the fun. “Hm, interesting...”

“What's up?” asked the honey haired girl next to them.

“I didn't even notice a boy was on the train today,” explained the nerd, “but then I noticed his ass and chest expanding into feminine parts.

“Huh, that looks kinda fun,” said the girl, rubbing her hands between her legs, “wanna see if we can join in?”

“I thought you'd never ask!” the nerd said, tenting her hands together as she laughed with excitement.

They approached the fun, with the orange haired girl tapping the shoulder of the cop. “Excuse us, mind if we step in?” she asked the officer. “My friend and I want to have a go with your feminized boy toy there.”

The cop hummed, analyzing the two girls. The taller one had a large chest, while the orange haired one lifted her skirt up to show the massive cock she was packing, though the crown was stuffed inside her knee-high sock. “Can you let us release first? I've been waiting quite a bit for this!”

“Sure!” the orange haired girl said, smiling as she pulled her enlarged cock out to stroke away. “Lemme just prime myself up first.”

Knowing that there was a line forming behind her, the police woman plowed away harder at Lelouch's ass, noticing that it was much more plump than before, her hips having a softer cushion to push up against than before. The business woman especially felt it, as it made the prince bounce harder into her rear. Her pussy was dripping like crazy with every thrust the Britannian made, prompting her to finger her snatch while her breasts leaked milk against the window.

“Fuck, your asshole feels so good!” the cop growled. “I can't wait to leave my cum inside...inside...HNNNGH!” The cop lunged her head against the back of Lelouch's back, her cock shooting her jizz inside his rectal cavity. The prince moaned as it filled him up, feeling something strange within him. Along with his chest and ass, he felt his stomach expanding as well. It was as though the seed inflated inside of him, ballooning his belly until the cop had no more to offer.

As part of the domino effect, Lelouch launched his load into the business woman, who pushed her cheek against the window as she wailed like a banshee. Her pussy squirted juiced out yet again, making the floor of the train extremely wet. Her liquids formed a puddle at the feet of the Britannian prince, who was ignorant of how wrinkly his soles were getting. The nerd and her friend were watching on with eagerness, waiting for their opportunity to play with the young man. As the prince's ass started to ooze cum, the police woman finally pulled out, hanging onto the pole to keep herself from passing out. The business woman relaxed herself on her seat, turning over so she could sit properly, letting Lelouch's cum pool onto said seat.

“Yaaay, it's our time for fun!” the orange haired girl said, hopping with excitement. Lelouch was exhausted, almost ready to collapse himself, but his cock remained steadily stiff. The sight of the small girl with a big dick seemed to excite him, eager to have something bigger than her inside him. “Come on, pretty boy, how about we see what you're made of, hm? Ready to be the slut for me and my girlfriend?”

“Actually,” said the honey haired girl, “I think I might want to try someone else's cock for a bit.” The girl got giddy as she saw the cop's cock, using her ass to massage it back to a full erection. “Hey, cutie, you could always arrest me anytime! Put me in those handcuffs, cuz I'm such a bad girl!”

“Uh...was...was that meant to be a bondage thing?” asked the cop, still woozy from her release.

“I'm just...I'm just being flirtatious, that's all!” said the honey haired girl. She removed her red leggings, peeling them off to reveal her wet pussy to the curvy cop. “Come on, lemme feel that dick inside me!”

As the honey haired girl felt her pussy stuffed by the shaft, the orange haired girl noticed something unusual about Lelouch; while his balls had hung over the train's floor, she noticed that there was an additional hole under his anus. “Holy shit, this guy has a pussy!” said the nerd. “Man, I didn't think he'd be turned into such a bimbo so fast, but...eh, first dibs, I guess.”

With her crown pushing against the newly formed folds, the orange haired girl pushed through, popping the young man's cherry. He groaned, biting on his knuckle as the shaft slid into his canal. Once the tip was against his cervix, the smaller girl bucked away hard, hoping to break through and wear his womb like a condom.

The cop was having fun with the newer girl, pounding away at her shapely ass while her cock was drilling into her snatch. She held onto the high school girl’s arms, pulling them back while the honey haired girl remained bent over. The officer’s mouth was salivating, eager to let off more steam now that there were more women getting active in the fun. Looking over atLelouch in his new transformed state was interesting, especially since the short, flat chested nerd was showing her dominance over him. She especially found it amusing when she tried to reach around to grope at his expanding chest, but her small stature made it impossible to do so.

Still seated before him, the business woman giggled as she saw the feminine Lelouch getting dominated by such a short cutie, with his breasts hanging in the air. As he was bucked into by the nerd, his tits moved about in a circular motion, clapping together on repeat. She spread her folds apart, letting him see how much sperm had been dumped into her throughout this train ride. “Hungry?”

Lelouch nodded, leaning into the business woman’s muff to eat her out. He tasted his own fluids, though her lubricants were mixed in there as well. He was enjoying the taste, though this wasn’t unusual for him after swallowing the cops spunk. The prince had been wanting more seed, and this was his way of getting it.

The nerdy girl was pounding his ass harder, putting such effort into her thrusts that the clap of her hips against his cheeks began to echo within the train. It finally seemed to get the attention of the rest of the train, with all of the female passengers looking up to see the four women and Lelouch fucking around. They began to buzz about, growing interested in the lewd actions they were getting into.

“OMG, do you see that?”

“It looks like fun.”

“That guy looks REALLY hot…”

“I want him to suck MY knob off!”

“Dibs on the cops ass!”

The nerd grew anxious, now that she saw the rest of the train car growing interested in their sexual activities. It was different when most were ignorant, but now she worried about having performance issues in front of such a horny crowd. It was enough to make her pound harder until she had to release, keeping her small frame against Lelouch’s huge ass, filling his virgin snatch with her load. The Britannian moaned into the business woman’s pussy, biting down on her folds as his cock shot strings of seed into the floor of the train. As he quivered from the release, the business woman squealed, shooting out more of her liquids into his face. The seed that remained in her ass was also pushed out, queefing into Lelouch’s face as a result. Given his stomach was already swelling with seed, thus his snatch was already cascading with the creamy substance.

Lelouch fell to his knees, with the nerdy girl taking a seat on the other side of the car. Half of the girls on the train were drawn to her, willing to take her cock even as she was clearly drained from such a release. The other half, with their cocks at full erection, made their way to Lelouch, even as his pussy was dripping seed. They circled around him, waving their cocks in his face as they teased him.

“C’mon, pal, suck us off!”

“Yeah, we want to get in on the action too! Give us some of that suck!”

“You guys take his mouth, I wanna have some of his ass!”

Sighing, the Britannian prince wiped the cum off his face, ready to help out all of the girls and their big fat cocks. He moved his lips around every way he could, though he felt one or two of the ladies poking their oozing tips against the back of his head. Once he finally took note of his melons, which were just as big as that of the cop’s, he used them on one of the members presented to him, stroking it with his huge tits. He began to hear moaning all across the car, though he ignored it while his attention remained on those surrounding him.

The police officer finally ejaculated inside of the honey haired girl, the tip of her shaft pushing hard against her stomach lining. It soon ballooned up in a manner similar to Lelouch’s, which caused her to drop the seed that was being dumped. The honey haired girl rolled her eyes back, her tongue sticking out as she screamed in ecstasy. Her fluids began to spray from her snatch as well, adding to the fluids that had been poured out around the Britannian.

The young prince was still busy on his own end, fixated on sucking off every cock that circled him. With a bit of surprise, he was able to suck them off with ease. Their dicks were already hard and swelling, growing overly eager to make him pleasure them. His legs were soon pulled out from under him, forcing Lelouch back to his feet. He remained bent over so that he could use his mouth to pleasure the ladies, with at least one of them leaving their member between his tits as they hung in the air.

Two of the women and their big dicks shoved inside his pussy, eager to give his fresh snatch much further use than the nerd girl had moments prior. They managed to stretch it out with the combined girth, enough that Lelouch spurted out both vaginal fluids and precum as a result. The size of both rods was enough to bump against his prostate, massaging it through the vaginal canal. Lelouch felt great pleasure from the female dicks, who were plowing away at his walls until they managed to irk their way inside of the womb. They pushed the reproductive organs far, their crowns wearing it like a condom that the nerd girl had so desired.

The nerd girl was enjoying her time with the multitude of female vaginas, she was showing signs of being worn down. She was releasing more and more cum than she could handle, the women working her cock hard enough that she would ejaculate into their wombs in mere seconds. The orange haired girl was trying her best to keep up, ignoring the fact that her chest was expanding as well. Her tits were growing outwards, heavy enough that if she weren’t careful with her balance, she could remain in one spot while her boobs weighed her down.

Her honey haired friend was equally restless, though she seemed to enjoy it that way. As she used her ass to pleasure the cop until her dick was stiff once again, though she saw that more busty, curvy cocks were making their way to her. Most had already left their mark on Lelouch’s face, but they were clearly looking for more fun until they reached their stops. With a raised eyebrow and her tongue licking at her lips, she curled her finger in towards herself, ready to take on all cummers.

Soon enough, the train had begun to branch off, with each of the mini-gangbangs branching off into smaller pairings between most of the girls. Those with cocks were clearly going for those that had none, ready to breed along the train. The floor began to grow covered in more sexual fluids as a result, with many of the women unable to hold such large gallons of cum. Nobody was around to look on at all of this with amazement, because everyone that was there had already willingly participated in the wild orgy that the train ride had become.

Lelouch was still getting the most attention of those in the car, with his holes becoming filled immediately with cock the second they were unoccupied. The Britannian, under other circumstances, likely would have been surprised at how popular he was among those with cocks, but he was so busy sucking off girl after girl that it didn’t really matter; he was having fun nonetheless, having grown into a cum crazy bimbo with a massive erection in almost nothing flat, hungering for more. His chin was coated in spunk, enough so that there was a long string of the milky substance hung off, going so far as to nearly reach the floor. Not that it mattered, as the floor of the train car was practically an inch deep with sexual fluids from everyone else.

The business woman’s breasts had expanded at some point, growing larger after some more women went and plowed her cunt with their shafts. Her already curvy figure was almost covered up by her larger orbs, though they were finally big enough that two of the women on the train were finally capable of stuffing their shafts inside her nipples. She loved the way her boobs were being fucked, especially when the ladies dumped their cum into her orbs with the rest of her milk.

Of course, seeing this gave all of the others an idea regarding Lelouch. The nerdy girl with her big fat cock was quick to jump at the chance, rubbing her crown against the nub until she was able to penetrate it. Lelouch moaned, his cock spurting out seed while the police officer occupied the other one. Pumping their hips into his tits, they were eager to release within the young man eventually, filling his already depleted mind with the visions of how it must look to have cum added to his melons.

After that, Lelouch stumbled to his feet, looking around at the orgy that had broken out around him. It finally dawned on him how wild this had become, although he was enjoying the sight of so many women, cocks or not, plowing into one another as the car continued to fill up with such large amounts of seed. “So...does this happen often?”

“Y-Yes it does!” panted the business woman, with the nerd girl having taken to drilling her pussy. “But it’s so much fun! You should try to! AH! Come around more often! I know I had so much fun! With! YOOOOOOU!” The woman wrapped her legs around the ned girl, pulling her in close enough that her glasses and face were buried into her overly large chest. Her nipples sprayed out milk continuously, shooting away in large streams while her pussy squirted against the small girl’s crotch.

As he watched the two cuddle after their post-coital fun, Lelouch noticed that the train was coming to a slowdown, as they arrived at his stop. He could leave the train, heading off for school despite the fact he was completely naked with his newly grown out parts exposed to all that would see them. As the doors opened, prepared for anyone who was ready to depart the car, the young Britannian looked at the exit, then at the orgy of women going on around him. As the cop was plowing a random woman with a cock, he contemplated if he wanted to leave for his normal life, or stay on here and have more fun, being obedient to those around him and continue being a huge cock slut.

Fortunately for him, he ended up waiting too long to make a decision that the doors closed, with the train leaving the station and heading off to wherever it was meant to go next. He was pleased with that, as indicated by the smirk that formed on his lips.

“I guess I’ll try to be late for my train a bit more often, then.” Lelouch said, bowing before the business woman. “Thanks so much for getting this snowball rolling.”

“Hmmm, snowball…” hummed the tired nerd girl. “I wonder if we can make a snowman with all this jizz…”

Before he could give that a try, another random woman, a goth girl in a medical coat, was using his huge ass to pleasure her shaft. He moaned proudly, eagerly awaiting to see if she could stick the foot long member up his asshole and stretch it out further.


	2. Code Gainass

**Summary for the Chapter:**

> CC, Kallen, and Leloiuch eat until they're comically obese and almost as tall as the room they're in.

“Look at all of this food...”

“And we're meant to eat all of it?”

CC and Lelouch looked down at the table set up for them, almost in disbelief of the mountain of food that stood over their bodies. Neither of them were sure what to do, however they had Kallen there to try and pep their spirits up.

“What's the matter, you two?” Kallen asked with a cocky smirk, seeing the concerned faces of her friends. “Are you worried about getting a few extra pounds?”

“Just a few, huh?” Lelouch said, giving the pink haired girl a curious look. “I'm not sure how to feel about this...”

“It shouldn't be an issue for me.” said CC. “I don't age, so I also shouldn't be capable of gaining weight.”

“Why are we looking to gain weight again?” Lelouch asked both of the girls. “This seems like a very odd decision, especially since any additional pounds would make it hard to pilot during battle.”

“What do you mean?” CC asked. “Is it simply too much for the prince to handle?”

“I never said that,” Lelouch replied, “but this goes against our diets as part of-” He paused, looking over at Kallen as she was quick to start eating away at the food, which was a mixture of fruits and meats, most of which had been fully cooked. The Brittanian was impressed by the pink haired girl managing to unhinge her jaw and manage to swallow a good portion of the meal, though she was at least modest enough to peel the banana before she swallowed it whole. “Kallen, what are you doing?!”

“What? It's slimming!” Kallen said with a naive smile as she chewed a mouth full of food.

“Slimming...by eating.”

“You can't tell me this doesn't make sense!” Kallen shouted, pointing yet another banana at Lelouch before she stuffed the whole thing in her mouth. Already he could see growth coming from the pink haired girl, as her belly pushed out against her tight uniform. She seemed ignorant of it, as she continued to gobble down on the meal set up for them. “Come on already, Lelouch! Let's chow down! Stuff yourself with some food!”

“I'll eat, but I'm not sure if I can just...eat away like that...” He turned his head over to CC, watching as his other female friend grabbed a watermelon, biting into the skin before swallowing it down her throat, which even bulged out as it traveled down to her stomach. CC sighed after her throat was cleared, rubbing her belly before she continued eating away at the large fruit. “CC, are you sure you should be able to swallow all of that?”

“What issue could there be?” she asked him. “I've eaten an entire cold pizza before, and I've never gained any weight from that.”

“Come on, Lelouch!” Kallen said, excitedly holding a turkey leg up for the prince. “Dig in! You aren't even putting any weight on. At this rate you'll just be nothing but skin and bones.”

“I don't see why that's an issue, but I suppose I'll give it a try.” Lelouch, aware that he wasn't going to win this argument, took the turkey leg from Kallen, taking a small bite out of it before his eyes widened. The large drumstick was surprisingly tasty, almost to an addictive degree. He wasn't sure if the foods they were eating had been laced with something, or perhaps it really was just that good with the ingredients used, but after a few seconds, Lelouch didn't care. He was suddenly starving for more food, and couldn't help but join in the feast.

CC grabbed a large plate of pie, not concerned with what flavor there was to it. All she knew was that she saw food and had to eat it, regardless if it was something that she liked or not. It wasn't even cut up into slices, thus she felt she had to scoop into the dessert with her hand, clumping it up before shoving it through her lips. She paused for a moment as she swallowed it down, digging more into the pie as she kept feeding into her hunger.

Despite her claims of not aging, it was becoming apparent that she wasn't able to keep her weight down either, as indicated by the baby fat gathering in her stomach. She rubbed away at her belly, aware of the growth, but mentally ignored anything that had happened, as if she were blatantly being blind to the obvious.

Lelouch managed to find a pizza box within the madness that was the mountainous meal, folding the whole of the tray in half. He then proceeded to fold it up again, with at least four pizza slices stacked atop another four. The prince managed to unhinge his jaw enough to eat the whole thing. Sure, he took bites into it, but they were very large bites and not just tiny nibbles. It aided in pushing his stomach outwards, with the young man gaining weight throughout. As he gorged on apples of varying colors and throngs of grapes and raisins, his stomach started to push out as well, almost to the point that his belt broke off the buckle.

Kallen was far ahead of Lelouch, as well as CC. She was gnawing away at every speck of corn on a huge cob, licking the butter off her lips afterwards. The vegetable was delectable and tasty, with the margarine being an additional bit of sweetness. She tossed the cob behind her, reaching out for more food to gorge herself on.

She continued to grow in her belly, which was larger than a beach ball at this point, but there was much more occurring at the same time. Her biceps were slowly losing their muscular tone, with more fat being added to her body. The arms were getting fatty with cellulite becoming visible, yet she didn't feel weighed down by it. She was still able to reach out for a plate of brownies, raising it over her head as she opened her mouth wide. The dessert then slid off and into the pink haired girl's mouth, pushing past her mouth and straight through her throat, which may as well have been a black hole for food to go into at this point.

For CC, all of the food she was indulging herself on was going straight to her thighs, which had thickened heavily due to the gains from the mountainous meal. Her cheeks were puffed out with the large amounts of fruit she had stuffed, swallowing it down her throat in a comical fashion. She was greatly ignorant of the fact that her legs were almost as big as her belly, even as she rubbed it after every piece of food she ate. Also, as a result of her thighs growing out, her ass was also becoming larger, though it looked less healthy and more lumpy, with added cellulite and stretch marks making it obvious where she was gaining the most weight.

Lelouch was carefree of his sudden change in body type, though unlike the other two the added fat from the foods, particularly the box full of eclairs that he pulled out from the middle of the mountain of food. Everything went right to his stomach, and for the time being almost halted there. Any additional weight coming to him ended up causing his breasts to sag, growing out further than either set of tits from the female members of his group.

“Oooh, Lelouch, look at you!” Kallen said in a teasing tone, reaching for his grown out chest. “You look so nice and squishy!” As the pink haired woman groped at his chest, he moaned almost out of nowhere, his eyes shut as he felt an odd warmth run through his body, as though he was aroused by the touch of his friend.

“I never thought I'd feel so infatuated by having a huge chest...” Lelouch replied, poking at his own saggy tits, “but eating so much food seems to be helping with that.”

Back over to CC, her legs were still growing larger, almost matching the size of her belly. She managed to find a large pineapple, with the sharp and pointy skin still on the outside. As if to show how hungry she had become, the girl opened her mouth wide, pushing the tropical fruit through her lips and shoving it into her throat. Even as it bulged out, CC was choking on it, having a hard time swallowing it whole.

CC formed a fist with her hand, starting to punch away at the top of the pineapple, forcing it to go down her gullet. It was almost hard for her to get it fully down, though she was able to still breathe through her nostrils. When she finally got the entire fruit into her throat, she worked her gag reflexes and pushed them out, swallowing the entire thing whole without chewing. As she continued to eat more, she ignored the fact that the tropical fruit was finally what pushed her breasts over their regular size, causing them to sag equally to what Lelouch was sporting.

When Kallen's upper body was too much for her legs to handle, she ended up collapsing on her ass, which left a large crack in the ground where she now sat. Ignorant of the fact she fell on her rear, the pink haired girl managed to reach out for the food at the bottom of the mountain, tossing it all into her opened mouth and stuffing it down her throat.

“Mmmm, all this food! It's so delicious!” Kallen shouted with wondrous excitement. She licked her lips of the mashed potatoes and gravy that she tossed in her mouth at some point, likely having eaten the bowl and gravy boat that they were sitting in.

“Isn't it?” CC asked. “It's a good thing that I can't age, otherwise I might just look incredibly fat and disgusting.” She then proceeded to eat a huge burger that was six times the size of a quarter pound, her stomach growing out so far that it stretched out to her knees on all sides. Her thighs have grown out even further, with cracks forming on the ground that she stood on.

“I don't know...” Lelouch said, giving CC a glance before he held up a plate of hot wings to shove in his mouth. “Something looks a bit different about you, CC. But I can't think of how, but you don't look the same.”

“I don't know what you're talking about.” scoffed CC, her cheeks stuffed with cheese and crackers that came off of a full cheese tray. “How many times do I have to say that I don't age? As a result of that I also don't gain weight. My body is always permanently as it is, no matter what everyone would say.”

Lelouch shrugged, finding a whole liter of soda and twisting off the cap, even as the carbonated beverage fizzed heavily onto his hand. “I suppose, but something just feels very off.” He then proceeded to chug down the entire contents of the bottle, letting it fizz and build up in his mouth, even as most of the carbonated beverage dripped down his chin and onto his enlarged, sagging tits. He then swallowed down the empty bottle, managing to get it down his throat with surprising ease compared to how CC tried to swallow the pineapple.

The mountain of food remained, no matter how much food the trio had eaten. It seemed as though it was never going to end, but none of them really cared. They were enjoying the satisfaction of eating so much, even as they remained unaware that their bodies were changing on them.

In fact, Kallen seemed to be the only one actually concerned with the weight they were gaining, but positive and optimistic about it, even as her arms were being weighed down with the fat that built up in her biceps. Her legs were expanding out as well, growing just as thick as CC's even as she remained sitting. Her body grew to such a degree that she was just as gigantic as the mountain of food before her, which made it possible to reach out and dig into the food as though her hands were shovels, leaving her giant jaw open wide so she could swallow multiple items at once.

“Mmmm, it's so good!” Kallen squealed, patting her sagging tits. “I feel like I'm going to get slimmer soon enough!”

“You're so delusional...” scoffed CC, rolling her eyes before she found several Ding Dongs stacked on top of a plate. "What makes you think that you can lose weight while gaining more?"

"I told you," Kallen growled as gravy and grease dripped out of her lips, "it makes sense! There's no reason for it not to!"

The girls paused from both their arguing and eating, with bits of food stuck all over their cheeks. They could hear lewd moaning coming from between them, and saw that their friend Lelouch had stopped feasting on the mountainous meal placed before them. "Lelouch, are you okay?"

Lelouch moaned, his hands rubbing away at his breasts as they had grown out more, even compared to what CC and Kallen had experienced. His arms had bloated up with fat as well, which would normally weigh down a person with how heavy they became thanks to all that fat. Yet somehow the Brittanian prince was able to reach for his chest, massaging his tits in a bizarre state of arousal. He hummed deeply through his lips, his chin having grown immensely thanks to the food he ate as well, as he tried to tweak his nipples through his uniform.

The girls noticed that, of the three of them, Lelouch had gained the most fat, standing tallest over them. His entire body was almost covered in cellulite, giving him a rotund and obese appearance that he, nor really they, were concerned with. All of this seemed normal to them, except that because of the excessive fat, neither CC or Kallen could see his cock, which was buried under the belly as it rested atop his lap.

"Man, he really likes having titties, doesn't he?" asked Kallen, chewing away on two turkey legs at the same time.

"It feels so good…" moaned Lelouch, unaware that he was ginormous compared to his female comrades. CC almost giggled, noting that because of how much fat the prince had gained, his mammaries were almost feminine in their shape, spherical compared to the manliness he had before indulging in his gluttony.

"Lelouch is actually looking surprisingly attractive." CC said, watching as he tossed an entire box of pizza down his mouth without even removing the tray. "I want to get to be that big, just so I can touch his titties."

"What? Dream on!" Kallen scoffed, downing the bones of the turkey she had dined on. "If anyone is getting fat enough to play with his man boobs, it's me!"

CC chuckled. "So much for your strategy of getting slimmer by weight gain."

As CC continued to munch at the mountain of food, not caring if there were any platters or serving ware along the way, Lelouch remained touching his boobs, aroused by the pleasure that it provided. He moaned deeply as his cock twitched under all his fat, the skin practically massaging itself to pleasure him. He remained large and in charge, with the girls still being about the third of the size of the prince.

"I don't get it," Kallen said to CC, "What did he do so differently that we aren't getting that huge?"

"Stupid male metabolism…" CC grumbled to herself. "I bet that's what the problem is here."

The three continued to eat immensely, with Kallen and CC barely budging to meet with Lelouch and his height. The prince was almost near the roof of the room, his head just feet away from the top. He didn't care, as his tits were growing huge, almost towering over the fat that was seeping into Kallen's. Still, they ate regardless, their hunger incapable of being satiated.

By the time they had reached the last few traces of food left for them, Lelouch remained taller than CC and Kallen. His breasts had grown out immensely, while his arms were so flabby that they almost engulfed his hands in their fat. The prince was thankful for that, as it meant he was still capable of massaging his saggy boobs, which rested atop his overgrown belly.

Kallen now had multiple chins, though they were nowhere near the level of Lelouch's. Her belly was huge and swollen with food, some of which she believed had yet to properly digest inside of her stomach. Looking down at her chest, the pink haired girl felt disappointed in herself, as she didn't have the proportions she wanted in order to play with the prince's boobs.

CC was much taller than Kallen, thanks to the food all going to her thighs and fattening up her legs and the rear. Her arms were still capable of reaching out for food, but by that point the pile that once stood monstrously tall over them had come out of reach, as there were barely any scraps that she could lean into and grab. CC groaned out of frustration, as her stomach was so huge she couldn't reach over it.

"I hate this…" CC complained. "All that food is gone, and I'm still hungry."

"I know…" Kallen complained just before she let out a loud belching sound that echoed across the room. "I wish I could eat more, but I can't reach for it."

"I might be able to help a bit." Lelouch groaned as he attempted to shift his body from side to side, the ground quaking beneath him as his ass cheeks lifted off the floor for a brief moment. The girls sat in awe of all the food raining down on them, as if it were still left over from the huge chest the prince had formed.

Potatoes, gravy, and chuck roast bounced off of Lelouch and onto CC's chest, just within reach for her hands to grab at. Cakes of all shapes, sizes, and flavors were coming down on Kallen, her mouth opening wide enough to grab them all in one go.

The girls were fed, a sigh of relief escaping their lips. "Man, I'm so stuffed…" CC sighed.

"Right?" Kallen said, rolling on her ass as she attempted to stand up, only to remain on her behind. "I don't think I could eat another bite."

"Wait, do you hear rumbling?" Lelouch asked as his ears perked up.

They all looked down at the table, with whatever food remained quaking like a tremor. Their eyes stared on in pure wonder, frightened at what may occur out of this spontaneous shivering that the meals were making.

To the surprise of the trio, the food exploded, but was not destroyed. Instead, it blew up into giant, soft marshmallows that everyone was ready to sink their teeth into. Kallen licked her lips as her eyes widened, ready to gorge on the fluffy puffs.

"Well," Lelouch said with a chubby smile, "shall we dine in?"

CC sighed, yet a smile formed on her lips. "So much for being stuffed."

"Is there at least Jell-O?" Kallen asked in all seriousness. "There's always room for Jell-O."


	3. One Wild Train Ride Pt. 2

It was another day for Lelouch to ride to school. Another day to head off to class, then wait for an assignment to go into battle with the Brittanians.

However, he had stopped looking forward to such things as combat and school. What mattered most to him was the ride in getting there.

It had been several days since the exiled prince took a ride on that odd train, having misses his usual one that led to the last stop before school. It was a mistyfying experience, one that changed Lelouch and his life forever. Almost literally, as he had grown into a more feminine person during the trip.

The only thing was that after the train ride, everything felt like a blur. He had no recollection of anything beyond the ding informing them they reached their destination, wherever it was, and the next thing he knew he woke up back in his bed with disappointment. He lacked the huge honkers that his chest swelled up into, his cock was average and at its original length, and his best was nice and clean. The last one was most upsetting, as he felt he would have been oozing out cuz from his ass.

According to those Lelouch knew best, he did make it to school, late by scant minutes. He told nobody about the ride, a little worried that his little secret could get ruined, and they would want to jump in on the fun.

It was a jealous sort of worry, to be fair.

But even then, Lelouch decided to run late for his train everyday, wanting to be on that train car with the bevy of girls and get sucked in by the view they brought along. His average cock was grtting hard as he thought about the curvy, tall women, letting him pound their pussies while they pumped him full of jizz. The businesswoman and the police officer were his favorites, having more opportunities to ream and be reamed in the days following. He especially loved that they gave him the nickname "little guy", as that made him feel as if he was part of the group.

And just as Lelouch was fantasizing about the last train ride, leaning in to kiss an imaginary woman that wasn't in front of him, he heard a familiar voice call him out.

"Yo, Lelouch, watch your balance!"

The former Prince found his school collar yanked on, being pulled back from the edge of where the boarding area met the train tracks. Lelouch's head missed an oncoming train by mere seconds, thankful he was alive.

"Suzaku..." Lelouch said with a chuckle. "Thanks for that. I forgot how close I was to the tracks."

The White Knight, or the White Grim Reaper depending what country you were from, slicked his hair back as he gave the prince a disappointing stare. "It's not like you to space out like that," said Suzaku, "what's the deal there? Were you passing out? Long night of catching up on schoolwork?"

"Just fantasizing," said Lelouch with a smirk. "I guess I got too caught up in a kiss..."

"What the heck are you talking about?" Suzaku asked. "Besides, what are you even doing over here? The train for school is over that way, and we're almost going to miss it."

Lelouch hummed to himself, debating if he should tell the White Grim Reaper about his experiences or not. While he decided not to say anything, as he would come off as insane...he did think it best that he join him.

"This one goes a little different," said the prince, "but it still goes to the school."

"Is it faster?" asked Suzaku.

"Not quite, but the view is pretty breathtaking, for lack of better word."

"Lelouch, this is no time to be cryptic. Now come on, the train is...gone." Suzaku was about to grab Lelouch by his arm and drag him off, but the second he looked to turn around, it was too late; the train was off without them, leaving them without a direct way to school. "Great..."

"Are you sujre you wouldn't want to take my way instead?" asked Lelouch.

"No choice now..." Suzaku sighed. "Although if this train is going anywhere I'm surprised more people aren't getting on board."

"You might see why soon."

Suzaku shook his head, with the train meant for Lelouch's new normal slowing down at the right moment so the car could open its door before him. The doors opened up, with nobody coming off, much to the confusion of the White Grim Reaper. He figured that, much like any train, they would have to wait for loads of people to come off so they could get on. But nobody has budged off the train, making it easy for the students to get on.

“Weird, nobody's getting off...” Suzaku said.

“Believe me, they will be,” Lelouch said with a grin, “just give it some time.”

It wasn't until Suzaku took one step on the train he understood what the prince was talking about; his eyes widened at the sight of such buxom beauties that were already sitting around. His lips thinned as he studied a particularly curvy woman who was standing upright, holding one of the rails while reading a magazine. She had a very huge chest, her breasts looking to be twice the size of her head, while also giving her torso the illusion that it was thinner and smaller than it really was.

Then his eyes gazed at another woman. And another. Two more women sat next to one another, having a nice and pleasant chat, and he realized they all had huge milkers on their chests, all while sitting on their gigantic rumps. Suzaku's irises shrank in, with his jaw gaping wide at the sight before him: Every woman on that train was taller than him, and had bodies made for sex at the ready.

“What the fuck is going on...?” Suzaku asked.

“This is nothing,” Lelouch said, “you should wait and see what happens when we get a full car.”

Suzaku took a moment to soak in what he was seeing. Closing his eyes, he took a moment to inhale, exhale, and open his eyes. Once he saw that the bevy of curvy women were still before him, he said aloud, “Okay, this isn't a dream, great. That's good to know.”

“You seriously think I'd be joking about something like this?” Lelouch asked with a laugh. “This isn't a joke or a dream, Suzaku. This is really happening before us.”

“How...did you stumble onto this, anyway?”

“I ran late for school. But I also didn't freak out like you almost did.”

Suzaku sighed. “It's just...weird to take in, that's all.”

"It become something of a new past time for me," explained Lelouch, "and even right now I'm getting super hard looking at them."

"I can understand that…" Suzaku continued to gaze at the beautiful women, admiring from afar as he pushed down on the bulge forming in his pants. The sight of so many big tits was impossible to ignore, and he was willing to stuff his cock inside so many of them.

But then some of the girls began to stare back at him, noticing Suzaku and Lelouch. While the White Knight was conscious about his erection, the prince didn't seem to hold any concerns with his own, letting it push into his school uniform without worry. While they seemed to admire him in some fashion and talked about him in gossiping fashion, he was quick to realize that a few of them were also holding members of an intense size.

The woman reading her magazine dropped the reading materials, letting it land on the train floor. She pulled up on her skirt, biting her lower lip as her erection sprung to life underneath. Unable to look away, Suzaku kept staring as she tugged away at the meaty member, humming in a quiet passion as she massaged her shaft. She looked over at the boys on occasion, turning her head away when she spotted the White Grim Reaper looking her way. It was clear she was shy about what she was doing, though he was mesmerized by the fact she had such a huge pecker to begin with.

"This is why I started taking this train," Lelouch said, "because it's helped me to become a different person. I realize what kind of person I want to be, and what I like."

Suzaku almost ignored his friend, still keeping his eyes on the woman and het massive shaft, spurts of precum escaping onto the train floor. "And what is it that you like?" Suzaku asked, suspicious of the answer.

Leaning into Suzaku's ear, Lelouch smiled as he whispered, "I love sucking cock."

Suzaku was almost taken aback by the answer. Even if that was where the whole situation was leading, it was still hard for him to imagine Lelouch as a cock sucker. As if to push the proof further, the former prince pushed his hand over the White Grim Reaper cock, giving it a massage over the fabric of his school pants. As Suzaku tried to ignore the fact his friend was pushing his palm against his erection, Lelouch kept himself close to his face, even as he stood to the side of him. It was an awkward start to the insanity he seemed to quickly embrace, especially as the prince licked his cheek.

Lelouch repeatedly licked away at the White Grim Reaper's cheek, who was still adjusting to the fact another man was playing with him. The girls surrounding them were in awe of the new passenger, talking about them in hushed whispers.

Lelouch took advantage of that, leaning back into his friend and giving him a kiss, locking their lips together in an embrace that got every woman on the car interested. One of the girls pulled down her jeans to let her member spring to life, taking a seat as she lifted her shirt up to reveal her soft yet huge jugs. She then stuck the rod between her tits, holding the head up to meet with her lips. Suzaku could see that there was interest from these ladies, wanting to make use of their cocks, but it was still so strange that he was here in the first place. Even stranger that he was starting to feel normal about the situation.

Although it took some time, Suzaku began to embrace what was happening. He sighed in acceptance, even if he had never thought he would like Lelouch in such a homoerotic manner. But his lips soon opened up, nostrils flaring as he breathed against the prince's face, steaming the skin surrounding his mouth. His cock began to throb under the pants, causing him to shiver from how good it felt. The touch of another man was never how he felt he would witness sex, but there he was with the exiled Britannian ready to give his dick a rubbing.

Lelouch parted their lips, a string of saliva bridged between them. After the prince licked it off, he began to bend at the knees, making his way to Suzaku's crotch until he was level with the obvious boner. Once Lelouch helped him out of his pants, he stared on at the massive member springing to life, the oozing slit just an inch from his face. The exiled Britannian pushed his lips over the shaft until they reached the glans, humming in delight of the musky scent that aroused the senses. Lelouch's nostrils filled with the manly odor of the White Grim Reaper, causing him to poke harder against his school pants.

Suzaku hummed, now unusually relaxed by the state he was in; as he stood tall on the train car, his cock felt as though it had grown immensely. Not just because he was heavily aroused, but it was unusually big even for him. It was as if something in the air caused it to grow multiple times its normal size, although he was barely complaining about that. It was good to see he could get a cock that big, as he never thought it to be reasonable possible.

Even more impossible to him was the fact Lelouch was able to suck on the length with such ease. While he had slowly started off with the crown and the glans, he managed to make it down to the halfway point, his saliva dripping down the chin. The Britannian prince sucked hard on the member, his cheeks collapsing in while he made loud slurps with his lips. Suzaku was amazed that with how big it was and how tiny his throat was compared to the girth, he was able to fit it down his gullet. The cock bulged inside the throat, flicking his tongue back and forth underneath the meaty member.

Even more impressive, Suzaku saw how Lelouch's lips had changed before his eyes, appearing much puffier than even he could have imagined. It was as if they were made for sucking on huge dick, which worked well for the new length of the shaft. With the White Grim Reaper groaning from the nice fit within the throat, he held onto the train's poll tightly while allowing the prince to push all the way down to the base. With the lips being as swollen as they were now, it made it easier for his drool to pool up, dripping down his lower lip until it reached his chin. The saliva began to dangle over his crotch, trailing for several inches while managing to stay on without cutting off.

Lelouch's cock finally sprang to life, tearing through the crotch of the pants until it was fully erect itself. He took both of his hands and rubbed away at his massive shaft, all while Suzaku watched on at the talent on display. He had seen the prince multi-task before, but never anything like this. The exiled Britannian bobbed his head along the length his friend provided him, showing how he was able to handle what must have been over a foot of meat. It certainly felt as if he had tons of experience regarding this, and he could see the love and affection in how he handled such gigantic girth.

The White Grim Reaper soon curled his chin into his chest, gripping the pole tighter while looking around at the women surrounding them, all of whom were showing signs of arousal themselves. The one woman was still sucking her dick while riding it between her tits, her moans the loudest compared to others who tried to remain casual despite clearly rubbing their genitals. Some of the ladies began to help their fellow female, sucking on the tips of the massive cocks that appeared oddly much larger than his own or Lelouch's. Even the prince had a few inches on him, theorizing that the length had something to do with the experience along the train, although there was nothing he could really use to back that information up.

After some time had passed, Suzaku began to groan loudly, clenching his teeth together as his body trembled before the Britannian prince. The oral pleasure he was being given by Lelouch was growing intense, especially as he tried to open his jaw wide enough to get his scrotum inside his puffy cock sucking lips. As hard as he tried, his jaw wasn't that big to pull it off, though he still had a lot of sucking to do that would bring the White Grim Reaper to the edge of climax. His veins throbbed hard against the prince's inner cheek, already showing signs that he was in preparation to orgasm. Being presented to all the ladies on the car by his friend and his dick sucking, and now realizing how many women saw him on display, it was all enough to bring his shaft to the swelling point, unable to hold back his urges for much longer. Suzaku was ready to burst, and he was all too eager to dump his load inside the exiled Britannian's mouth.

Out of an instinct he never knew he had, Suzaku grabbed hold of Lelouch's head, bringing him close to his pelvis and smushing his nose against his groin. The tug caused the chin to slap against his balls, finally forcing the string of saliva to break off and fall to the floor. He gave a few pumps of the hips going into the prince, growling as he finally found himself getting close to climax. With little in the way of options around these lovely ladies, Suzaku held himself close to the face of his friend, ready to let loose at last.

The seed finally pushed itself out of the slit, with Lelouch purring against the girth shooting its seed inside his body. He stroked away at his dick harder, pumping with both hands as the White Grim Reaper gushed his jizz down his fellow student's throat and into the stomach. For a moment, Suzaku grinned, thinking with amusement over the potential of the prince's stomach inflating with his seed, pushing it out to inflate him like a balloon. It was a funny thought, though he tried not to think of it too hard. After all, after seeing how big his cock grew and the curves on these ladies, anything was seemingly possible among them.

Lelouch slowly pulled his face back until his puffed up lips popped off the White Grim Reaper's shaft, with some of the semen oozing out of his mouth. The prince looked up at Suzaku with a dreamy glance, seeing his schoolmate in a different light; arousing, steamy, and ready to tease until he was in the same state of submission he was in.

Suzaku was ready to take a seat, having been worn down by the climax. Unfortunately, he didn't get much chance to do so, as Lelouch pivoted his friend around on his feet. With his chiseled ass in his face, Lelouch licked his lips, ready to dine in between the cheeks. The tongue of the Britannian prince pushed its way between them, munching away at the asshole and hearing his friend make lewd, excited sounds.

Though he wouldn't say anything about it out loud, at least not right away, Suzaku never thought he'd feel excitement out of getting his asshole tongued at by the former prince, with an attempt to burrow deeper inside his anus. He began to sweat heavily, taking slow deep breaths to remain calm while he and the only other male on the car continued to bond in such a lewd fashion. All eyes were still on them, even as the women continued to play with one another and help pleasure each other. The White Grim Reaper noticed that nobody had climaxed just yet, aside from himself, and he had to wonder if they were waiting to save up for whatever reason.

Over time, Suzaku became rather relaxed, even with the tongue pushing into his rectal cavity. He was enjoying the sensation of letting his anus get played with, something he never thought he'd allow for before in his life. As Lelouch squeezed his hands into his cheeks, the White Grim Reaper took notice of something, and he had no idea how it had even happened, or when. But now his ass was much larger in size, incredibly thicker than he thought it could be. But it had grown so big and soft, it let the prince knead into him, pushing up against the rump to get them to jiggle about. Suzaku moaned, letting his friend eat his ass more while the massage of his ass cheeks got him extremely aroused.

Apparently, eating ass was also aiding in making the rumps grow bigger, as the pants Lelouch wore were starting to feel especially tight. His thighs were expanding, growing out against the fabric that was only able to hold what was inside, no stretching. As a result, it ripped when it grew too tight, revealing his newly grown ass to everyone watching on. By the sound of things Suzaku could hear, the curvy women all around them were having a debate, questioning who between the two had the better butt. There seemed to be a larger agreement that the prince had the bigger ass, though it was only from their experiences with him. Some did seem to think Suzaku's was better, but they had to give it a try to see for themselves.

Two of the busty girls finally approached Lelouch and Suzaku, standing tall over the two men while one of them had their ass eaten out by the other. One of the women was wearing a different school uniform from theirs, with what looked like a cape draped over her chest that fit the aesthetics going on. She had long red hair with the bangs crossing in the front, and a little tuft of the hair sticking up in a way Suzaku couldn't think of. The other one had short blue hair, a little bob that had a small green streak of hair that gave her an unusually earthy vibe.

“Excuse us, maybe the two of you can help us out?” asked the crimson haired girl. “We've been keeping a big eye on both of you, and we just can't help but get hard watching your friend eat your ass.”

“Also, we really want to breed you,” said the blue haired girl, “we just like the idea of breeding with boys, even if it's not really possible to do that from the ass.”

Lelouch continued to munch away while Suzaku hummed at the proposition. Normally, under any other circumstance, he may not have been all that interested in sucking on dick. Even he would have said that his friend was the one that loved eating cock, as he would have enjoyed pounding any holes or shoving his newfound erection into one of their own members. But something about the prince's tongue pushing in so deep that it could press down on his prostate made him feel a different sort of pleasure, as if he understood what having a meaty erection like these two ladies hid under their skirts was capable of. There was pleasure already coming from Lelouch licking his canal, so it may just be even better with the sort of girth these two ladies had to share.

“Okay,” Suzaku said in an overly casual tone, “let's see what I can do for you.”

Even with Lelouch still eating his newly grown ass out, Suzaku managed to get on his knees, humming as the prince wiggled his tongue around the rectum. The White Grim Reaper stared at the meaty members before him, remaining calm despite seeing the length he would be sucking on. It was odd that his friend was still fascinated with his anus, but he supposed it could help him to see how much he could handle, even if he was no expert at pleasing genitalia in such an oral fashion.

The two girls stuck their rods in Suzaku's face, with the blue haired one waving her around, as if gleefully waiting to stuff it down his gullet. He was at least willing to give it a try, leaning into the rod before either had the chance to shove it in for him. It was certainly different to be on the receiving end, though he hoped he could plow one of their holes at some point.

He pushed his lips over the crimson haired girl's rod, pushing the crown past his teeth. He shivered as he strained to keep himself from choking on the member while fitting the girth in him. The girls giggled, with the blue haired one taking a quick picture to have a little memento for herself. It raised some questions for the young man, though none of them were any he could think about while forcing a cock down his throat while the exiled prince ate his anus.

Suzaku's hand reached out for the other boner, giving the blue haired girl a few strokes. She hummed lightly while she held her skirt up, allowing her cock to breathe. The White Grim Reaper bobbed his head against the crimson haired girl's rod, trying to get it lubricated with his spit. He was worried that he may not have the throat his friend did to swallow such a rod, and it would be a tough time to keep all that girth. As it turned out, his throat seemed easy for it all to slide into, though he was still shivering at the thought of his throat bulging out with the rod, even as it was happening. All the while his cock had grown back to its full erection, likely thanks to the repeated presses of Lelouch's tongue down on the prostate.

While the White Knight was getting used to shoving something as phallic as the crimson haired girl's dong down his throat, Lelouch finally pulled his tongue back from his anus, satisfied with the lashing he gave. After licking his lips of the taste of ass, finally aware that Suzaku was getting his face full of cock, wanting to get in on the fun. “Scoot over, Suzaku,” he said to his friend, “I want to give this a try.”

“Well don't you seem eager,” said the blue haired girl, “are you willing to be bred, then?”

“Not yet,” Lelouch said before pecking her oozing tip, “but give it time.” He demonstrated how much better he was at sucking on dick compared to Suzaku, as he was much more willing to get his mouth over the footlong shaft the blue haired one provided. The crimson haired girl had a look of satisfaction while the White Knight bobbed back and forth, still doing his best to please the tall and busty woman throughout the process. His hands went for his dick, ready to jerk himself off while he pleased the school girl. But she reached out for his wrists, pulling them away from his cock, much to his dismay.

“No no, fondle my balls, not yourself,” said the crimson haired girl in a teasing tone, “if you give them a nice shine you might get a pleasant reward.”

Given his new task, Suzaku did his best to please the crimson haired woman, fondling the nut sack as he held onto it. He never knew nuts like his own, but was impressed with how large they were. Even as he had a larger cock on his own, his balls didn't seem as huge and healthy as them. The girls towered the boys in so many ways, including breast size.

That was when Suzaku looked down at his body, and realized he was slowly growing something from his chest. His pectoral glands began to expand outwards, expanding like a balloon as they took on a more spherical shape. He felt them up, leaving the girl's nuts as he felt up the odd shape he took on. Even with the dick in his mouth he took a moment to admire his new tits, wondering where they may have come from. Perhaps it was the same source as his ass's growth and the member being able to extend so long, but there were still questions about these transformations that sat on his mind.

Looking over to Lelouch for answers, he saw that the exiled prince was also dealing with a growth spurt, as his chest had expanded into something big and bouncy to match with the ladies and what they had to make them even curvier. He never looked so sexy to Suzaku before, a thought that would have never crossed his mind otherwise. But it was clear that he knew what he was doing with his newly grown tits, as he took the large mounds and wrapped them around the blue haired girl's rod. She hummed in delight as the prince used his orbs to rub his saliva into her skin, making it much smoother in texture. 

Suzaku did his best to match with what the exiled Britannian did, though it was clear he was lacking in experience. The breasts he had appeared much heavier than they actually were, making it a more difficult task to massage his crimson haired mistress as he aimed to please her with just his tits. When he did finally manage it, he could feel the veins of her rod pumping against his boobs, not to mention his lips, which grew thick and puffy in the same manner Lelouch's had. By this point he was growing numb to the transformation his body took on having accepted his much more feminine physique.

Even as Lelouch was clearly showing the blue haired girl much more pampering with his tits and mouth, Suzaku was doing his best to compete with the prince. He wanted to show he was just as good at pleasing the ladies as the Britannian, hearing the crimson haired girl moaning loudly. She rested her hands on his head, pulling him in towards her cock even as he tensed up from the sudden push down this throat.

“We should finish up soon,” said the blue haired girl, “there's a line forming behind us.”

“Weren't you going to try and breed with them?” asked the crimson haired one.

“I can wait until later. Besides, it's not as if we won't be getting hard for a while. Nor is our train going to be at our stop for a while.”

With that in mind, the girls were quick to pump into the faces of Lelouch and Suzaku, the breasts dropping off the dongs as their faces were hit with their groins. Suzaku was still getting used to the full dick in his throat, pushing it outwards to fit his girth. Their veins throbbed hard inside the boys' bodies, with Suzaku anticipating a hard stream that was ready to drop down into his stomach. For his first time eating seed, he had no idea what to expect of the flavor it would have.

As they were distracted by the cocks pumping in their mouths, Suzaku took a glance at Lelouch to see he was still taking the blue haired girl's member. This was odd for him as he felt something pushing against his plush ass again, though it definitely didn't feel like a face. As he was being forced to take the dick before it released, he couldn't see what stranger was ready to do stuff with his ass, though he wanted to be aware of that much.

Ready to explode, the girls dump their cum down Lelouch's and Suzaku's mouths, with loud moans of passion escaping their mouths. The other women watched on in awe, while the White Grim Reaper felt his stomach push outwards. It was a different sensation for him, especially since he could get a flavor from his belly. It grew outwards, though barely touched the size of his tits or even his ass. The expansion was slow but steady, though by the time the red haired girl was done with him she pulled back, letting her jizz splash against his face. The prince, on the other hand, held the blue haired girl close, almost begging for his stomach to swell up with her spunk.

The girls were exhausted, leaving their marks on Suzaku, while Lelouch reached under his massive mamaries and rubbed his stomach. “That was a good batch...” Lelouch said after licking his lips.

“I guess...” Suzaku said. “I'm still looking to taste a bit more before I...hmmmmm!” The White Grim Reaper pushed his lips, his head tilted back as he felt a massive cock shove itself up his ass. It stretched his huge soft behind much further than Lelouch's tongue had, Now able to glance behind him, he saw that it was a brown haired police officer, her blue shirt immensely tight against her large chest as she shoved the dick inside his anus.

'My my,” said the police officer, pulling the young man back into her, “you brought a fantastic friend into the fold, my favorite little guy.” She winked at Lelouch, who smiled at the officer that had been plowing his asshole since his first day on the train. “He's got such a tight hole, and I love it so much!”

“I'm glad you do,” Lelouch said, stroking his cock as he let two more women stand over him, their giant rods placed over his head. The Britannian prince held his mouth open wide, ready for the pair to burst all over his more feminine physique and mark their territory on him. Their seed rained over him after a few strokes, gripping their rods tightly as they aimed over his head, letting the jizz splash down on him. Sticking his tongue out, Lelouch only caught so much of their seed, wearing the rest of it on his busty build. His hair was getting shampooed in the substance as well, almost gleeful to lather it around and see what it does for him.

Suzaku was still taking the police officer's cock, letting her pound away at his anus while her massive balls swung against his own. The impact felt oddly padded, thanks to how huge and bouncy they were while lodged between his legs. It still felt amazingly great to him sucking his lip as he rolled his eyes back. The massive rod was pushing hard against his prostate, massaging over it with every thrust she had to give him.

Of course, the prostate wasn't the only thing that the officer's rod was pumping into. The crown of her rod bumped against his stomach lining, with every harsh thrust stretching out the skin. She reached around to touch Suzaku's new boobs, giving them a nice kneading that pleasured the White Grim Reaper, his cock throbbing hard as he became desperate for another release. He wanted to get off by the cop's cock rubbing away at his asshole, but it wasn't enough. He felt as though he needed more.

With Lelouch coated in cum, he took what was covering him and ate it up in gobs, almost as if he had been growing addicted to the substance. He craved more, and found someone with a good enough schlong to pleasure; the orange haired nerd that he encountered on his first trip on the train. She was fully erect despite her eyes being on the phone screen, though the second the prince went for her cock she looked up from her device, fixing her glasses on her nose as she watched the busty Britannian bring her a blowjob. “Oh hey, nice bumping into you again,” said the girl, “keep going, you're a good slut, yada yada...” The girl's voice trailed off, lightly moaning through her lips as Lelouch continued to pleasethe cock with his mouth, even teasing the tip with his tongue.

As he sucked on the girl's rod, he couldn't help but feel admiration from her despite the fact she was more infatuated with her smart phone than the pleasure she was receiving. He purred in pleasure at the way his throat bulged with the immense girth, having a rod like all the other girls despite her body still being petite. Suzaku noticed that as well, and it led to further questions he had about the train car. The answers would have to wait another time, as the police officer was pounding away harder at his asshole, the shaft pushing further against his stomach. She grabbed his tits and pulled him back into her, pecking at his neckline and even biting into the skin. The teeth marks she left were enough to send him over the edge, with the cop reaching around to pump him a few more times to let him release.

With the angle he was at, Suzaku aimed his dick towards Lelouch, who was still busy sucking on the orange haired girl's cock. The prince moaned as the jizz landed all over his back, even trailing down the crack between his thick ass cheeks. He even managed to gyrate his ass up and down, letting his friend's cum splash all over the train. It was soon after that the cop dumped her spunk inside his ass, grunting into his neckline as she nibbled on his skin. With her nipples erect against his back, she began to blast the seed against his stomach, which soon filled up like a balloon. He let out an oddly feminine moan, his tongue sticking out as he continued to let his belly swell up with her spunk.

The cop pulled back, letting her dick pop from his large ass, letting her member deflate as she took a seat. One of the other busty women on the train gave her a cool down period, though she couldn't help cleaning it off of her seed. Suzaku felt his swelled up belly, amazed at how he looked something like a pregnant woman, even if he didn't have the proper genitals for doing so.

As Lelouch was being fed seed by the orange haired girl's cock, he felt someone else come up to his thick rear, a woman who giggled like a schoolgirl, even wearing a different uniform from their own and the girls from before. Yet she looked so much older in comparison, like she should have been a mother of two. Regardless, she licked at the cum dripping from his back and tongued it against his asshole, humming in delight at the added flavor the two gave one another. Lelouch moaned proudly, his cock throbbing as he was being given a taste of the anal licking he gave to Suzaku earlier.

Even as the girl had cum down his throat, Lelouch couldn't help but clean the shaft even as his anus was being eaten. He was growing unusually sloppy with the cream, as his face was starting to get covered in her baby batter. The blonde woman then stood up, having licked off most of what was trailing between his cheeks and groaned herself. It was apparent she had just gotten on the train, as she spread her folds apart to let a newly grown shaft push out, with a ball sack plopping out as well. She almost came after that, holding back her urges as she prepared to make the prince take the full length of her shaft.

Suzaku had suddenly been surrounded by a ring of women, their breasts bouncing and jiggling as they motioned their hands across their cocks. As they presented their huge rods to him, the White Grim Reaper did his best to please them all, sucking on the tips for a few seconds at a time. He did his best to make sure everything was even among the ladies, but some were showing clear signs of greed. They would try to pull his head into their groins, fitting the entire length in his throat, which bulged out as a result. He couldn't help but use his busty chest at certain points, wanting to fit their thickness between his soft orbs and give them a titfucking that they wouldn't forget.

The mature schoolgirl grabbed Lelouch from behind as she wrapped her arms around his legs, folding him up as his boobs squeezed into his limbs. After the blonde took a seat, she used what unusual strength she had to lift him up off of her cock, then letting him drop down. His balls splattered hard against her sack as a result, though it seemed to her that she was especially enjoying that, with the large nuts potentially cracking when colliding together like that.

Either way, Lelouch's tongue hung from his mouth, while the prince panted heavily from the anal reaming he was being given by such a busty and mature woman. He felt the nipples poking through her tight, tied up blouse, his back pushed into her bosom while she continued to plow into him. His boobs were jiggling with every drop, though he couldn't help but feel that his nubs were leaking, even if he couldn't see it for himself...

Most of the women surrounding Suzaku were ready to bust their nuts all over him, letting him get in on the cum shower that the prince had minutes prior. He was panting like a dog in heat, his hands even curled as if he were trying to make them paws, as he begged for them to let it all release soon enough. The girls let their loads blast out, with several groans of pleasure coming from all sides of the White Grim Reaper. He closed his eyes as a stream of seed landed across his face, letting the cum soak over him as it landed in various areas of his feminine physique. Most landed in his mouth, which he was happy to finally get a proper taste on his buds, his tongue satisfied with what it had been letting sit in his stomach for some time.

More of the cum ended up on his tits, even seeping between them and trailing through the mounds. There was an urge by the White Grim Reaper to stick his shaft between his orbs, lifting them up and bouncing them around his elongated shaft. He even managed to get his lips to meet with the crown as it pushed through his boobs. He gave it a lick as he could, moaning in pleasure as he managed to self-pleasure his rod. It was something he wished he could feel more often, though he wondered if his cock would remain like this even after they left the train. He would enjoy it if he could fall asleep sucking his own dick while it was nestled between his giant mammaries.

As the girls took their break from circle jerking around him, Suzaku looked over at Lelouch, his loud and feminine cries of feral anguish too loud for him to ignore. He watched as the mature schoolgirl kept his body folded up atop her lap, with cock and boobs bouncing freely in the train. Most of the girls that had yet to experience sexual pleasure or release had started to pair up with one another along the car, likely just waiting for their turn with the boys and their puffy cock-sucking lips.

“Yes, yes , yes!” Lelouch screamed, his eyes rolling back. “I love this so much! Pound me, breed me! Make me feel like a natural woman!” Suzaku shook his head, having never seen the exiled prince in such a submissive state, begging for more when he never would have before. But there was an understanding growing inside the White Grim Reaper's mind, as if he understood the need to be filled with the lady's cum. He looked down at his stomach, which had deflated slightly due to the time he didn't have something filling him up. The cop's seed was oozing under him, making a mess of what was left of their school uniforms.

Still, as he felt a need to give back to his friend, Suzaku crawled over to Lelouch and the mature schoolgirl, grabbing hold of his cock and balls. The shaft squeezed between his boobs, hearing the prince gasp loudly with the excitement of a normal schoolgirl fawning over senpai. Having gained some experience from self oral, the White Grim Reaper was happy to suck on his knob, feeling the crown pump his heartbeat against the tongue. Lelouch's cries of pleasure sounded more calm as a result, but the blonde seemed fixed to change that, getting much more aggressive with the small body of the young man.

As the mature schoolgirl pumped her cock harder into Lelouch's body, Suzaku found his friend's shaft to burrow further deep inside his mouth, bulging against his throat. It still made its way between the boobs still, but it was much harsher than the White Knight could have imagined. It was still a lewd delight for the rod to get in so deep, his own cock rising back into an erection thanks to how it filled up his mouth.

Suzaku's eyes soon widened, growling as Lelouch let his seed dump into his throat, leading back down to his belly. He felt it swell up once more, though it was odd that it filled from his mouth rather than the anus. At least from here it was much more secure and wouldn't ooze from his ass. The blonde soon took that idea, and began to fill the prince's anus with her jizz. It bloated his belly up quickly, enough so that it was squeezed against his legs like his boobs, vibrating against his rectal cavity as well.

Lelouch's cock popped out of Suzaku's mouth, with the White Knight letting the little cum left land on his face. He was coated by his friend's fluids, swallowing what he could. He then tried to make out with the prince, which was hard to do thanks to their massive mounds, which were in the way even as they squeezed together. Their tongues were able to stick out of their mouths, which was good enough for them to share the load that Suzaku had just taken in.

“This...was so much better than I could've asked for...” Suzaku said, pausing only for a belch of cum. “I didn't think I'd enjoy any of this in the slightest.”

“Oh, you'll get used to it,” Lelouch assured Suzaku, “it's an addicting feeling, almost like a drug.”

Then another feminine voice approached them, “Sorry, boys, but are you still willing to let a woman pleasure you further? Or are you too exhausted to let me ride those thick, soft asses of yours?”

The two glanced over to see a tall, dark skinned woman with massive tits and a gigantic cock, one that was already oozing out precum. She was a locely woman as well, having her brown hair fancied up with red tips on the ends of her long ponytail and bangs. She even curled her finger around the hair, sucking her lip in as she stared at the busty, curvy shapes the two men had taken on. “Actually,” she said, giving it another thought, “those lips look too good to be wasted without giving it a suck. Maybe you'd like to be such darlings and give it a few kisses to start?”

Lelouch finally left the lap of the tired blonde, with Suzaku following suit. They knelt before the dark skinned woman, using their thick and puffy lips to press against her enlarged tip, pecking away to get some of her precum to stain their mouths. They were eager to pleasure this woman and her unusual class, hearing her moan loudly as she tweaked her nipples.

“Mmmmph, you boys are doing so good with my cock...” she groaned. “I think...maybe I should let you play with the other part of me...”

“Other?” Lelouch asked, his eyes glimmering with unusual hope.

“Just keep going,” sighed the woman, “you'll see soon enough.” Lelouch went back to work, his tongue sticking out of his puffy mouth to try and lather up the girth with as much of his saliva as he possibly could. He occasionally made out with Suzaku at different intervals, their tongues lashing together with the dark skinned woman's cock getting caught between the crossfires. It was a satisfying shaft for both of them, possibly the biggest they encountered yet.

But then Lelouch noticed that her dick was rising up slowly, likely because there was yet another member growing out of her crotch. It had the same length and girth that the boys could have asked for, their mouths watering with delight at the giant slab of meat that had been added to the table.

Suzaku was the one that got greedy over the second shaft, pushing his fully puffed out lips onto the member and pushing deep. The rod bulged against his throat, inspiring Lelouch to do the same with the primary pecker. Though it wasn't necessary in sucking the whole thing in, Lelouch stood over Suzaku, with his huge cock pushing into the back of his head. He pushed the woman's length into his mouth, giving it the hardest suck he could ever pull off. The White Grim Reaper did his best to ignore the constant bumps the tip made against the back of his head, but as he had another rod stuffed inside him, it was impossible to make the right complaint to the exiled prince.

Lelouch soon sat atop Suzaku, riding his friend like a pony while his cock continued to bounce into his neck. They were adamant in sucking off their new lady friend, who sounded pleased as they took on her rods. The other women on that car had stopped with their gangbang session, in awe of the woman with her double peckers. As nobody on board had quite figured out the 'magic' this place seemed to behold, they weren't so keen on how someone like her was able to grow out a second dick.They were all mesmerized by the two young men going to town on her members, doing their best to push the full length into their mouths.

It was easier for Suzaku as he was closer by proxy, though Lelouch tried to lean in to get further in. The White Knight found his friend's tits sagging over his face, making it hard to see the dick he was sucking on. It didn't help that Lelouch was eager to dry hump the back of his head, though there was something about it that made him all the more aroused. He focused on sucking off the dark skinned woman, even trying to reach her balls with his mouth. It was a hard task for him, as he had only gone as deep as the base, but he was certain with enough practice and, perhaps, more of these train rides, he would be able to get balls deep.

Sucking on the nuts along with the rod was easy for Lelouch, having worked up enough experience to do so. The dark skinned woman's sack fit between his puffy lips with ease, even if gobs of his saliva spilled to his chin as a result of his eagerness. The woman seemed pleased, petting the prince and his cum stained hair. She then held her palm out, allowing Lelouch to eat the seed that had been planted on his scalp.

The woman hummed to herself, as her cocks were now throbbing deep inside their throats. “Hm...I think it's time you boys were seasoned enough, right?” Both the boys nodded, even as they held her rods in their mouths. “Then you might wanna get ready, because I plan to pound your pussies!”

While Lelouch's eyes showed excitement towards the offer, Suzuka turned around as he remained on all fours. “Wait, when did we get pussies...?” The prince ignored the question, laying atop his friend's back as his huge breasts managed to stay atop his chest. He held onto his legs, spreading them apart as he prepared for penetration from the dark skinned woman.

When she finally pushed her rods into them, Suzaku heard the wet sounds of a pussy coming from under his balls. He had no idea in all of this that he had grown a vagina, which the woman was eager to deflower. As he wondered if this would be a regular occurrence for these train rides, the rods had reached the cervix inside each boy, and the woman was ready to plow hard into the bimbofied males.

Already she was growing aggressive with their bodies, while the other women on the train watched on. They could see Lelouch was driven crazy by the drilling he received, his cock flailing about while the dark skinned woman held onto his legs. She plowed her hips into their thick cheeks, her balls slapping hard into the. Suzaku's cock was throbbing, his nut sack swelling up while he experienced the hard smack that came with the price.

“Fuck my pussy!” he begged aloud. “Fuck my pussy good! I never knew how good this could feel, but I love it so fucking much!”

“Yes, drill me!” Lelouch cried out, his dulled eyes making contact with the woman as she plowed their cunts hard. “Give me that huge cock! I want to feel your swimmers make their way up my holes! Drill me, please! Please!”

The woman grinned, giving one last thrust into their bodies. She growled deeply as she released the seed of two dicks in their snatches, hearing their high pitched shrieks of blissful agony escape from their mouths. The seed flourished inside their canals, blasting away hard as the creamy susbtance filled them up. The women watching them fuck were amazed at the slow rise of their bellies, inflating hard like a balloon as they accepted more of the cum. There was a sense to Suzaku that none of this should be normal, but he had stopped caring long ago. His mind had practically become empty like Lelouch's, and he embraced the slutty lifestyle welcomed on the train.

The dark skinned woman pulled her rods out of their bodies, a cascade of cum following out of their folds. Even with the weight of her sperm making it hard to move around, Lelouch rolled off of Suzaku's back, quick to get on all fours and lap up the seed they had let drip out. The White Knight was quick to get to the creamy puddle, even as their cunts were still being drained of the woman's fluids.

All of the women decided to make a meal out of the boys and their inflated stomachs, eating out of their pussies to get a taste of her spunk. For Lelouch and Suzaku, this was definitely the best day of their lives.

“By the way,” sighed the woman as she took a seat, “in case either of you care to try and contact me or see me again...just call for Sylvia. Mkay?” She winked at the two, already aware that they were blissfully lapping up her seed, practically addicted to it. “Yeah, that's what I want to see...”

**Author's Note:**

> Thank you for reading!
> 
> If you'd like to see more stories like this or keep yourself updated, follow me on Twitter at HeroicFizzer.


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